UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SIGNET GROUP PLC
(Name of Issuer)
ORDINARY SHARES OF 0.5p
(Title of Class of Securities)
82668L104
(CUSIP Number)
Fred M. Stone, Senior Vice President and General Counsel
M.D. Sass Investors Services, Inc.
1185 Avenue of the Americas, 18th Floor, New York, NY 10036
Telephone 212-730-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 1, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin D. Sass
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
57,146,126
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
57,146,126 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,146,126 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.41%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James B. Rubin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
59,044,430
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
59,044,430 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,044,430 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.53%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
13,946,739
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
13,946,739 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,946,739 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83%
14 TYPE OF REPORTING PERSON*
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Investors Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
47,825,610
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
47,825,610 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,825,610 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.86%
14 TYPE OF REPORTING PERSON*
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Re/Enterprise Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
11,210,588
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
11,210,588 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,210,588 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.67%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Re/Enterprise-II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
2,736,151
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
2,736,151 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,736,151 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc. Employee Profit Sharing Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
538,926
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
538,926 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,926 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
14 TYPE OF REPORTING PERSON*
EP
<PAGE>
Item 1. Security and Issuer
This Amendment No. 2 amends the Schedule 13D filed on August 11, 1997 (the
"Schedule 13D Report") by Martin D. Sass ("Sass"); James B. Rubin ("Rubin");
M.D. Sass Associates, Inc., a Delaware corporation ("Associates"); M.D. Sass
Investors Services, Inc., a Delaware corporation ("Investors"); M.D. Sass
Re/Enterprise Partners, L.P., a Delaware limited partnership ("Re/Enterprise");
M.D. Sass Re/Enterprise-II, L.P., a Delaware limited partnership ("Re/Enterprise
II"); and M.D. Sass Associates, Inc. Employee Profit Sharing Plan ("Profit
Sharing Plan") as the Reporting Persons named therein, and Amendment No. 1
thereto, relating to the Ordinary Shares of 0.5p (the "Shares") of Signet Group
plc, a corporation organized under the laws of England (the "Issuer"). The
principal executive offices of the Issuer are located at Zenith House, The Hyde,
London NW9, England.
Item 5. Interest in Securities of the Issuer
(a) and (d) These items as set forth in the Schedule 13D and Amendment No.
1 are deleted and the following is inserted in its place
(a) Re/Enterprise holds 11,210,588 Shares, constituting 0.67% of the total
outstanding Shares.
Re/Enterprise II holds 2,736,151 Shares, constituting 0.16% of the total
outstanding Shares.
Re/Enterprise International holds 6,501,454 Shares, constituting 0.39%
of the total outstanding Shares.
Profit Sharing Plan holds 538,926 Shares, constituting 0.03% of the total
outstanding Shares.
The ERISA Plans hold 32,704,368 Shares, constituting 1.95% of the total
outstanding Shares.
Corporate Renaissance holds 1,174,503 Shares, constituting 0.07% of the
total outstanding Shares.
Parallax holds 2,280,136 Shares, constituting 0.14% of the total
outstanding Shares.
Rubin holds approximately 1,898,304 Shares (including family
accounts), constituting 0.11% of the total outstanding Ordinary
Shares.
Associates, as a general partner of Re/Enterprise and Re/Enterprise II, may
be deemed to beneficially own an aggregate of 13,946,739 Shares, constituting
0.83% of the total outstanding Shares.
Investors, as a general partner of Re/Enterprise and Re/Enterprise II, as
investment manager to Corporate Renaissance, and as investment advisor to the
ERISA Plans, may be deemed to beneficially own an aggregate of 47,825,610
Shares, constituting 2.86% of the total outstanding Shares.
Sass, by virtue of his controlling interest in each of Associates,
Investors, Management and GPU, and as trustee of the Profit Sharing Plan, may be
deemed to beneficially own an aggregate of 57,146,126 Shares, constituting 3.41%
of the total outstanding Shares.
Rubin, by virtue of his position as portfolio manager to Parallax,
Re/Enterprise, Re/Enterprise II, Re/Enterprise International, Corporate
Renaissance, the ERISA Plans, and the Profit Sharing Plan, may be deemed to
beneficially own 59,044,430 Shares (which includes 1,898,304 Shares owned by
family accounts), constituting 3.53% of the total outstanding Shares.
<PAGE>
This percentage is based on 1,674,842,749 Shares that were outstanding as
of August 1, 1998, as reported in the Issuer's Form 6-K for the month August
1998. As of April 1, 1999, the Reporting Persons no longer own 5% or more of
the Shares, and this Schedule 13D is hereby terminated.
<PAGE>
(c) A schedule of each transaction in the Stock by the persons described
above since March 29, 1999, is attached as Exhibit B.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Agreement
Exhibit B Schedule of Purchases and Sales
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 8, 1999
/s/ Martin D. Sass
__________________________________
Martin D. Sass
/s/ James B. Rubin
__________________________________
James B. Rubin
M.D. SASS ASSOCIATES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS INVESTORS SERVICES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
By: M.D. Sass Associates, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE-II, L.P.
By: M.D. Sass Investors, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS ASSOCIATES, INC. EMPLOYEE
PROFIT SHARING PLAN
By: /s/ Martin D. Sass
__________________________________
Name: Martin D. Sass
Title: Trustee
<PAGE>
Exhibit Index
Exhibit A -- Joint Filing Agreement
Exhibit B -- Schedule of Transactions
<PAGE>
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the Ordinary Shares of 0.5p of Signet Group plc, a corporation
organized under the laws of England, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(f)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
Dated: July 21, 1997
Signatures
/s/ Martin D. Sass
__________________________________
Martin D. Sass
/s/ James B. Rubin
__________________________________
James B. Rubin
M.D. SASS ASSOCIATES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS INVESTORS SERVICES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
By: M.D. Sass Associates, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE-II, L.P.
By: M.D. Sass Investors Services, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS ASSOCIATES, INC. EMPLOYEE
PROFIT SHARING PLAN
By: /s/ Martin D. Sass
__________________________________
Name: Martin D. Sass
Title: Trustee
<PAGE>
EXHIBIT B
Schedule of Transactions
SIGNET ORDINARY 5P
TRADING ACTIVITY 3/29/99 to 4/8/99
(ALL OF THE FOLLOWING TRADES WERE EXECUTED
ON THE LONDON STOCK EXCHANGE)
<TABLE>
Entity Type Trade Date Price/share
(GBP) Units
<S> <C> <C> <C>
CREN SALE 01-Apr-99 0.4950 (229,643)
CREN SALE 01-Apr-99 0.4950 (36,225)
CREN SALE 06-Apr-99 0.5025 (92,629)
Ending Bal 1,174,503
Re/Ent Int'l SALE 01-Apr-99 0.4950 (1,266,088)
Re/Ent Int'l SALE 01-Apr-99 0.4950 (4,965,100)
Re/Ent Int'l SALE 06-Apr-99 0.5025 (617,298)
Ending Bal 6,501,454
Erisa Plan 1 SALE 01-Apr-99 0.4950 (5,593,516)
Erisa Plan 1 SALE 01-Apr-99 0.4950 (10,225,671)
Erisa Plan 1 SALE 06-Apr-99 0.5025 (2,333,681)
Ending Bal 28,802,662
Erisa Plan 2 SALE 01-Apr-99 0.4950 (758,487)
Erisa Plan 2 SALE 01-Apr-99 0.4950 (1,265,750)
Erisa Plan 2 SALE 06-Apr-99 0.5025 (316,057)
Ending Bal 3,901,706
Parallax SALE 01-Apr-99 0.4950 (443,292)
Parallax SALE 01-Apr-99 0.4950 (2,695,668)
Parallax SALE 06-Apr-99 0.5025 (250,250)
Ending Bal 2,280,136
Profit Sharing SALE 01-Apr-99 0.4950 (105,068)
Profit Sharing SALE 01-Apr-99 0.4950 (296,571)
Profit Sharing SALE 06-Apr-99 0.5025 (48,842)
Ending Bal 550,926
Re / Ent SALE 01-Apr-99 0.4950 (2,194,229)
Re / Ent SALE 01-Apr-99 0.4950 (2,778,350)
Re / Ent SALE 06-Apr-99 0.5025 (896,374)
Ending Bal 11,210,588
Rubin - 1 SALE 01-Apr-99 0.4950 (350,178)
Rubin - 1 SALE 01-Apr-99 0.4950 (1,683,045)
Rubin - 1 SALE 06-Apr-99 0.5025 (210,719)
Ending Bal 1,766,710
Rubin - 2 SALE 01-Apr-99 0.4950 (26,083)
Rubin - 2 SALE 01-Apr-99 0.4950 (125,362)
Rubin - 2 SALE 06-Apr-99 0.5025 (15,696)
Ending Bal 131,594
Re / Ent II SALE 01-Apr-99 0.4950 (533,416)
Re / Ent II SALE 01-Apr-99 0.4950 (928,258)
Re / Ent II SALE 06-Apr-99 0.5025 (230,454)
Ending Bal 2,736,151
</TABLE>
